Common use of Without Consent of Holders of Notes Clause in Contracts

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Company and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, omission, defect or inconsistency, (b) to provide for the assumption of the obligations of the Company or any Subsidiary Guarantor under this Indenture by a Successor upon the merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company or such Subsidiary Guarantor, (c) to provide for uncertificated Notes in addition to or in place of certificated Notes, (d) to provide any security for Notes, (e) to reflect the release of any Subsidiary Guarantor from its Subsidiary Guarantee, or the addition of any Subsidiary of the Company as a Subsidiary Guarantor, in the manner provided in this Indenture, (f) to comply with any requirement to effect or maintain the qualification of this Indenture under the TIA, (g) to add covenants or Events of Default, (h) to establish the form or terms of Notes or (i) to make any change that does not adversely affect the interests of any Holder of Notes in any material respect. Upon the request of the Company relating to the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties, liabilities or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 ----------------------------------- 9.2 hereof, the Company and the Trustee together may amend or supplement this Indenture or the Notes without the consent of any Holder of a Note: Note (ai) to cure any ambiguity, omission, defect or inconsistency, (b) to provide for the assumption of the obligations of the Company or any Subsidiary Guarantor under this Indenture by a Successor upon the merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company or such Subsidiary Guarantor, (cii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (d) or to provide any security for Notesadditional forms of global Notes containing transfer and other restrictions and which comply with applicable U.S. securities and other laws, (e) to reflect the release of any Subsidiary Guarantor from its Subsidiary Guarantee, or the addition of any Subsidiary of the Company as a Subsidiary Guarantor, in the manner provided in this Indenture, (fiii) to comply with the covenant relating to mergers, consolidations and sales of assets, (iv) to provide for the assumption of the Company's obligations to Holders of such Notes, (v) to make any requirement change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Indenture of any such Holder, (vi) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company, or (vii) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA, (g) to add covenants or Events of Default, (h) to establish the form or terms of Notes or (i) to make any change that does not adversely affect the interests of any Holder of Notes in any material respect. Upon the request of the Company relating to Company, accompanied by a Board Resolution authorizing the execution of any such amended amendment or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.6, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that indenture which adversely affects its own rights, duties, liabilities duties or immunities under this Indenture hereunder or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 9.2 hereof, the Company and the Trustee together may amend or supplement this Indenture or the Notes without the consent of any Holder of a Note: Note (ai) to cure any ambiguity, omission, defect or inconsistency, (b) to provide for the assumption of the obligations of the Company or any Subsidiary Guarantor under this Indenture by a Successor upon the merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company or such Subsidiary Guarantor, (cii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (diii) to provide any security for the assumption of the Company obligations to Holders of such Notes in the case of a merger or consolidation pursuant to Article V, (iv) to provide for the assumption of the Company's obligations to Holders of such Notes, (ev) to reflect make any change that would provide any additional rights or benefits to the release Holders of the Notes or that does not adversely affect the legal rights under this Indenture of any Subsidiary Guarantor from its Subsidiary Guaranteesuch Holder, or (vi) to add covenants for the addition of any Subsidiary benefit of the Holders or to surrender any right or power conferred upon the Company as a Subsidiary Guarantor, in the manner provided in this Indenture, or (fvii) to comply with any requirement requirements of the Commission in order to effect or maintain the qualification of this the Indenture under the TIA, (g) to add covenants or Events of Default, (h) to establish the form or terms of Notes or (i) to make any change that does not adversely affect the interests of any Holder of Notes in any material respect. Upon the request of the Company relating to Company, accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.6, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that indenture which adversely affects its own rights, duties, liabilities duties or immunities under this Indenture hereunder or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 9.2 hereof, the Company and the Trustee together may amend or supplement this Indenture or the Notes without the consent of any Holder of a Note: Note (ai) to cure any ambiguity, omission, defect or inconsistency, (b) to provide for the assumption of the obligations of the Company or any Subsidiary Guarantor under this Indenture by a Successor upon the merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company or such Subsidiary Guarantor, (cii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (diii) to provide any security for the assumption of the Company obligations to Holders of such Notes in the case of a merger or consolidation pursuant to Article V, (iv) to provide for the assumption of the Company's obligations to Holders of such Notes, (ev) to reflect make any change that would provide any additional rights or benefits to the release Holders of the Notes or that does not adversely affect the legal rights under this Indenture of any Subsidiary Guarantor from its Subsidiary Guaranteesuch Holder, or (vi) to add 91 83 covenants for the addition of any Subsidiary benefit of the Company as a Subsidiary Guarantor, in Holders or to surrender any right or power conferred upon the manner provided in this IndentureCompany, (fvii) to comply with any requirement requirements of the Commission in order to effect or maintain the qualification of this the Indenture under the TIA, TIA or (gviii) to add covenants provide for the issuance of the Exchange Notes (which will have terms identical in all material respects to the Initial Notes except that the transfer restrictions contained in the Initial Notes will be modified or Events of Defaulteliminated, (h) to establish the form or terms as appropriate), and which will be treated together with any outstanding Initial Notes, as a single issue of Notes or (iix) to make execute and deliver any change that does not adversely affect documents necessary or appropriate to release Liens or any Escrow Collateral as permitted by the interests of any Holder of Notes in any material respectEscrow Agreement. Upon the request of the Company relating to Company, accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.6, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that indenture which adversely affects its own rights, duties, liabilities duties or immunities under this Indenture hereunder or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, omission, defect or inconsistency, ; (b) to provide for the assumption of the obligations of the Company or any Subsidiary Guarantor under this Indenture by a Successor upon the merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company or such Subsidiary Guarantor, (c) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's or any Guarantor's obligations to Holders of Notes in the case of a merger or consolidation pursuant to Article 5 or Article 11 hereof, as applicable; (d) to make any change that would provide any security for Notes, additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights hereunder of any Holder of the Note; or (e) to reflect the release of any Subsidiary Guarantor from its Subsidiary Guarantee, or the addition of any Subsidiary comply with requirements of the Company as a Subsidiary Guarantor, SEC in the manner provided in this Indenture, (f) to comply with any requirement order to effect or maintain the qualification of this Indenture under the TIA, (g) to add covenants or Events of Default, (h) to establish the form or terms of Notes or (i) to make any change that does not adversely affect the interests of any Holder of Notes in any material respect. Upon the request of the Company relating to accompanied by a resolution of its Board of Directors of the Company and each of the Guarantors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and each of the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties, liabilities duties or immunities under this Indenture or otherwise. SECTION 9.02.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Company and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder of a NoteNotes, the Company, the Guar- antors, the Trustee and the Collateral Agent may amend or supplement this Indenture, the Notes, any Note Guaran- tees or the Security Documents: (a1) to cure any ambiguity, omission, defect mistake, defect, error or inconsistencyinconsistency contained in this Indenture, (b) or make such other provisions in regard to provide for the assumption of the obligations of the Company matters or any Subsidiary Guarantor questions arising under this Indenture by a Successor upon as the merger, consolidation Board of Directors may deem necessary or sale or other disposition of all or substantially all desirable and that shall not materially and adversely affect the interests of the assets holders of the Company or such Subsidiary Guarantor, Notes; (c2) to provide for uncertificated Notes in addition to or in place of certificated Notes, ; (d3) to provide any security for Notes, (e) to reflect the release of any Subsidiary Guarantor from its Subsidiary Guarantee, or the addition of any Subsidiary assumption of the Company as a Subsidiary Company’s or any Guarantor, ’s obligations to Hold- ers of Notes and Note Guarantees in the manner provided in this Indenturecase of a merger or consolidation or sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the Company’s or such Guarantor’s as- sets, as applicable; (f) to comply with any requirement to effect or maintain the qualification of this Indenture under the TIA, (g) to add covenants or Events of Default, (h) to establish the form or terms of Notes or (i4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests legal rights hereunder of any Holder Holder; (5) to conform the text of this Indenture, the Notes, the Note Guarantees or the Security Doc- uments to any provision of the “Description of the Notes” section of the Company’s Offering Memoran- dum; (6) to provide for the issuance of Additional Notes, as determined in good faith by the Com- pany, in accordance with the limitations set forth in this Indenture; (7) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes in accordance with the terms of this Indenture; (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee to provide for the accession by the Trustee to any Notes documentation; (9) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not adversely affect the rights of Holders to transfer Notes in any material respect. Upon the request ; (10) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Company relating Trustee for the ben- efit of the Holders of the Notes, as additional security for the payment and performance of all or any portion of the Obligations in respect of the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the execution benefit of any such amended the Trustee or supplemental the Collateral Agent pursuant to this Indenture, and upon receipt by the Trustee any of the documents described in Section 7.02 hereof, Security Documents or otherwise; (11) to release Collateral from the Trustee shall join with the Company in the execution of any amended or supplemental Indenture authorized or permitted by the terms Lien of this Indenture and the Security Documents or subordi- nate such Lien when permitted or required by the Security Documents or this Indenture; (12) to make any further appropriate agreements add replacement ABL Obligations, Additional First Lien Secured Parties or Permitted Junior Lien Obligations to the Intercreditor Agreements; and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties, liabilities or immunities under this Indenture or otherwise.-106-

Without Consent of Holders of Notes. Notwithstanding ----------------------------------- Section 9.02 9.2 hereof, the Company and the Trustee together may amend or supplement this Indenture or the Notes without the consent of any Holder of a Note: Note (ai) to cure any ambiguity, omission, defect or inconsistency, (b) to provide for the assumption of the obligations of the Company or any Subsidiary Guarantor under this Indenture by a Successor upon the merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company or such Subsidiary Guarantor, (cii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (d) or to provide any security for Notesadditional forms of global Notes containing transfer and other restrictions and which comply with applicable U.S. securities and other laws, (e) to reflect the release of any Subsidiary Guarantor from its Subsidiary Guarantee, or the addition of any Subsidiary of the Company as a Subsidiary Guarantor, in the manner provided in this Indenture, (fiii) to comply with the covenant relating to mergers, consolidations and sales of assets, (iv) to provide for the assumption of the Company's obligations to Holders of such Notes, (v) to make any requirement change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Indenture of any such Holder, (vi) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company, or (vii) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA, (g) to add covenants or Events of Default, (h) to establish the form or terms of Notes or (i) to make any change that does not adversely affect the interests of any Holder of Notes in any material respect. Upon the request of the Company relating to Company, accompanied by a Board Resolution authorizing the execution of any such amended amendment or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.6, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that indenture which adversely affects its own rights, duties, liabilities duties or immunities under this Indenture hereunder or otherwise.

Without Consent of Holders of Notes. Without the consent of each Holder affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting Holder): (i) reduce the principal amount of the Notes whose Holders must consent to an amendment, supplement or waiver, (ii) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (except as provided above in Sections 4.10 and 4.13 hereof), (iii) reduce the rate of or change the time for payment of interest on any Note, (iv) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration), (v) make any Note payable in money other than that stated in the Notes, (vi) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders of the Notes to receive payments of principal of or premium, if any, or interest on the Notes or (vii) make any change in the foregoing amendment and waiver provisions. In addition, any amendment to the provisions contained in Sections 4.10 and 4.13 hereof or the provisions of Article 10 hereof will require the consent of the Holders of at least 66 2/3% in principal amount of the Notes then outstanding if such amendment would adversely affect the rights of Holders of such Notes. However, no amendment may be made to the subordination provisions of the Indenture that adversely affects the rights of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or representative thereof authorized to give a consent) consents to such change. Notwithstanding Section 9.02 hereofthe foregoing, without the consent of any Holder of the Notes the Company and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, omission, defect or inconsistency, (b) to provide for the assumption of the obligations of the Company or any Subsidiary Guarantor under this Indenture by a Successor upon the merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company or such Subsidiary Guarantor, (c) to provide for uncertificated Notes in addition to or in place of certificated Notes, (d) to provide for the assumption of the Company's obligations to Holders of the Notes in the case of a merger or consolidation, to make any security for Notes, (e) change that would provide any additional rights or benefits to reflect the release Holders of the Notes or that does not adversely affect the legal rights under this Indenture of any Subsidiary Guarantor from its Subsidiary Guaranteesuch Holder, to secure the Notes or the addition of any Subsidiary of the Company as a Subsidiary Guarantor, in the manner provided in this Indenture, (f) to comply with any requirement requirements of the Commission in order to effect or maintain the qualification of this the Indenture under the TIA, (g) to add covenants or Events of Default, (h) to establish the form or terms of Notes or (i) to make any change that does not adversely affect the interests of any Holder of Notes in any material respect. Upon the request of the Company relating to the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental Trust Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties, liabilities or immunities under this Indenture or otherwiseAct.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofWithout the consent of or notice to any Holder of the Notes, the Company and the Trustee may amend the Indenture Documents, and the Company and the Collateral Agent, the Trustee or supplement this Indenture Bank Agents, as applicable, may amend the Security Documents or the Notes without the consent of any Holder of a Note: Intercreditor Agreement, (ai) to cure any ambiguity, omission, defect or inconsistency, (bii) to provide for the assumption by a successor Person of the obligations of the Company or any Subsidiary Guarantor under this Indenture by or obligations of a Successor upon the merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company or such Subsidiary GuarantorGuarantor under its Guarantee if in compliance with Article 5 hereof, (ciii) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (div) to add guarantees or additional obligors with respect to the Notes (or to remove such guarantees or additional obligors, subject, in the case of the Subsidiary Guarantees, to Section 9.02 hereof), (v) to add additional assets as Collateral or to release Collateral from the Lien or any Guarantor from its Guarantee, in each case pursuant to this Indenture, the Security Documents and the Intercreditor Agreement when permitted or required by this Indenture, the Security Documents or the Intercreditor Agreement, (vi) to add to the covenants of the Company or a Subsidiary for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Company or a Subsidiary, (vii) to provide any security for Notesissuance of the Exchange Notes under this Indenture (including to provide for treatment of the Exchange Notes and the Notes as a single class of securities) in connection with the Registered Exchange Offer, (e) to reflect the release of any Subsidiary Guarantor from its Subsidiary Guarantee, or the addition of any Subsidiary of the Company as a Subsidiary Guarantor, in the manner provided in this Indenture, (fviii) to comply with any requirement to effect or maintain of the Commission in connection with the qualification of this Indenture under the TIA or to otherwise comply with the TIA, (g) to add covenants or Events of Default, (h) to establish the form or terms of Notes or (iix) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests rights of any Holder of the Notes, (x) to conform the text of the Indenture Documents, the Security Documents or the Intercreditor Agreement to any provision of the “Description of the Notes” Section of the Offering Memorandum to the extent that such provision in such “Description of the Notes” Section of the Offering Memorandum was intended to be a verbatim recitation of a provision of the Indenture Documents, the Security Documents or the Intercreditor Agreement, (xi) to provide for the issuance of Additional Notes in any material respect. Upon accordance with the request limitations set forth in this Indenture as of the Company Issue Date, (xii) to make any amendment to the provisions of this Indenture relating to the execution transfer and legending of any such Notes provided, however, that (a) compliance with this Indenture as so amended or supplemental Indenture, and upon receipt by the Trustee would not result in Notes being transferred in violation of the documents described in Section 7.02 hereof, Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the Trustee shall join with the Company in the execution rights of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and Holders to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties, liabilities or immunities under this Indenture or otherwise.transfer Notes,

Without Consent of Holders of Notes. Notwithstanding Section 9.02 9.2 hereof, the Company and the Trustee together may amend or supplement this Indenture or the Notes without the consent of any Holder of a Note: Note (ai) to cure any ambiguity, omission, defect or inconsistency, (b) to provide for the assumption of the obligations of the Company or any Subsidiary Guarantor under this Indenture by a Successor upon the merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company or such Subsidiary Guarantor, (cii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (diii) to provide any security for Notes, (e) to reflect the release of any Subsidiary Guarantor from its Subsidiary Guarantee, or the addition of any Subsidiary assumption of the Company as a Subsidiary Guarantor, obligations to Holders of such Notes in the manner provided in this Indentureorder to comply with Article V, (fiv) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Indenture of any such Holder un the good faith judgement of the Board of Directors, (v) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company, (vi) to comply with any requirement requirements of the Commission in order to effect or maintain the qualification of this the Indenture under the TIATrust Indenture Act, or (gvii) to add covenants or Events provide for the issuance of Default, (h) the Exchange Notes. The consent of the Holders is not necessary under the Indenture to establish approve the particular form or terms of Notes or (i) to make any change that does not adversely affect the interests of any Holder proposed amendment. It is sufficient if such consent approves the substance of Notes in any material respectthe proposed amendment. Upon the request of the Company relating to Company, accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.6, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that indenture which adversely affects its own rights, duties, liabilities duties or immunities under this Indenture hereunder or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 9.2 hereof, the Company Issuer, the Parent, the other Guarantors and the Trustee together may amend or supplement this Indenture or the Notes without the consent of any Holder of a Note: Note (ai) to cure any ambiguity, omission, defect or inconsistency, (b) to provide for the assumption of the obligations of the Company or any Subsidiary Guarantor under this Indenture by a Successor upon the merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company or such Subsidiary Guarantor, (cii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (diii) to provide for the assumption of the Issuer's, the Parent's or any security for Notesother Guarantor's obligations to Holders of such Notes in order to comply with Article V, (eiv) to reflect make any change that would provide any additional rights or benefits to the release Holders of the Notes or that does not adversely affect the legal rights under this Indenture of any Subsidiary Guarantor from its Subsidiary Guaranteesuch Holder in the good faith judgement of the Board of Directors of the Parent, (v) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer, the Parent or the addition of any Subsidiary of the Company as a Subsidiary Guarantor, in the manner provided in this Indentureother Guarantors, (fvi) to comply with any requirement requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIATrust Indenture Act, (gvii) to provide for the issuance of the New Notes, (viii) to add covenants Guarantors with respect to the Notes or Events of Defaultthe Guarantees, or (hix) to establish secure the form or terms of Notes or (i) the Guarantees. The consent of the Holders is not necessary under this Indenture to make any change that does not adversely affect approve the interests particular form of any Holder proposed amendment. It is sufficient if such consent approves the substance of Notes in any material respectthe proposed amendment. Upon the request of the Company relating to Issuer, the Parent or the other Guarantors accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.6, the Trustee shall join with the Company Issuer, the Parent and the other Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that indenture which adversely affects its own rights, duties, liabilities duties or immunities under this Indenture hereunder or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, the Company Issuers, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, omission, defect or inconsistency, ; (b) to provide for the assumption of the obligations of the Company or any Subsidiary Guarantor under this Indenture by a Successor upon the merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company or such Subsidiary Guarantor, (c) to provide for uncertificated Notes in addition to or in place of certificated Notes, ; (dc) to provide any security for Notes, (e) the assumption of an Issuer’s obligations to reflect the release of any Subsidiary Guarantor from its Subsidiary Guarantee, or the addition of any Subsidiary of the Company as a Subsidiary Guarantor, in the manner provided in this Indenture, (f) to comply with any requirement to effect or maintain the qualification of this Indenture under the TIA, (g) to add covenants or Events of Default, (h) to establish the form or terms Holders of Notes or pursuant to Article 5 hereof; (id) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests legal rights hereunder of any Holder Holder; (e) to secure the Notes or the Guarantees pursuant to the requirements of Section 4.12 or otherwise; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; (g) to add any material respectadditional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee in accordance with Article 10 hereof; or (h) to evidence or provide for the acceptance of appointment under this Indenture of a successor Trustee. Upon the request of the Company relating to accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Company Issuers and the Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties, liabilities or immunities under this Indenture or otherwise.such

Without Consent of Holders of Notes. Notwithstanding Section 9.02 9.2 hereof, the Company and the Trustee together may amend or supplement this Indenture or the Notes without the consent of any Holder of a Note: Note (ai) to cure any ambiguity, omission, defect or inconsistency, (b) to provide for the assumption of the obligations of the Company or any Subsidiary Guarantor under this Indenture by a Successor upon the merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company or such Subsidiary Guarantor, (cii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (diii) to provide any security for the assumption of the Company obligations to Holders of such Notes in the case of a merger or consolidation pursuant to Article V, (iv) to provide for the assumption of the Company's obligations to Holders of such Notes, (ev) to reflect make any change that would provide any additional rights or benefits to the release Holders of the Notes or that does not adversely affect the legal rights under this Indenture of any Subsidiary Guarantor from its Subsidiary Guaranteesuch Holder, or (vi) to add covenants for the addition of any Subsidiary benefit of the Company as a Subsidiary Guarantor, in Holders or to surrender any right or power conferred upon the manner provided in this IndentureCompany, (fvii) to comply with any requirement requirements of the Commission in order to effect or maintain the qualification of this the Indenture under the TIA, (gviii) to add covenants provide for the issuance of the Exchange Notes (which will have terms identical in all material respects to the Initial Notes except that the transfer restrictions contained in the Initial Notes will be modified or Events of Defaulteliminated, (h) to establish the form or terms as appropriate), and which will be treated together with any outstanding Initial Notes, as a single issue of Notes or (iix) to make execute and deliver any change that does not adversely affect documents necessary or appropriate to release Liens on any Escrow Collateral as permitted by the interests of any Holder of Notes in any material respectEscrow Agreement. Upon the request of the Company relating to Company, accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.6, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that indenture which adversely affects its own rights, duties, liabilities duties or immunities under this Indenture hereunder or otherwise.

Without Consent of Holders of Notes. Notwithstanding ----------------------------------- Section 9.02 9.2 hereof, the Company and the Trustee together may amend or supplement this Indenture or the Notes without the consent of any Holder of a Note: Note (ai) to cure any ambiguity, omission, defect or inconsistency, (b) to provide for the assumption of the obligations of the Company or any Subsidiary Guarantor under this Indenture by a Successor upon the merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company or such Subsidiary Guarantor, (cii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (d) or to provide any security for Notesadditional forms of global Notes containing transfer and other restrictions and which comply with applicable U.S. securities and other laws, (e) to reflect the release of any Subsidiary Guarantor from its Subsidiary Guarantee, or the addition of any Subsidiary of the Company as a Subsidiary Guarantor, in the manner provided in this Indenture, (fiii) to comply with the covenant relating to mergers, consolidations and sales of assets, (iv) to provide for the assumption of the Company's obligations to Holders of such Notes, (v) to make any requirement change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Indenture of any such Holder, (vi) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company, (vii) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA, or (gviii) to add covenants execute and deliver any documents necessary or Events of Default, (h) appropriate to establish release Liens on any Collateral as permitted by the form or terms of Notes or (i) to make any change that does not adversely affect the interests of any Holder of Notes in any material respectCollateral Agreement. Upon the request of the Company relating to Company, accompanied by a Board Resolution authorizing the execution of any such amended amendment or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.6, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that indenture which adversely affects its own rights, duties, liabilities duties or immunities under this Indenture hereunder or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Guarantees, the Notes, any Security Document or the Notes Intercreditor Agreement without the consent of any Holder of a NoteHolder: (a) to cure any ambiguity, omission, defect or inconsistency, ; (b) to provide for uncertificated Notes in addition to, or in place of, certificated Notes or to alter the provisions of Article 2 or the Appendix hereof relating to the form of the Notes (including the related definitions) in a manner that does not materially adversely affect the legal rights of any Holder; (c) to provide for the assumption of the Company’s, Holdings’ or a Guarantor’s obligations of to the Company or any Subsidiary Guarantor under this Indenture Holders by a Successor upon successor to the mergerCompany, consolidation Holdings or sale a Guarantor pursuant to Article 5 or other disposition of all or substantially all of the assets of the Company or such Subsidiary Guarantor, (c) to provide for uncertificated Notes in addition to or in place of certificated Notes, Article 10 hereof; (d) to provide any security for Notes, (e) to reflect the release of any Subsidiary Guarantor from its Subsidiary Guarantee, or the addition of any Subsidiary of the Company as a Subsidiary Guarantor, in the manner provided in this Indenture, (f) to comply with any requirement to effect or maintain the qualification of this Indenture under the TIA, (g) to add covenants or Events of Default, (h) to establish the form or terms of Notes or (i) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the interests legal rights hereunder of any Holder Holder; (e) [reserved]; (f) to provide for the issuance of Notes issued after the Issue Date in accordance with the limitations set forth in this Indenture; (g) to allow any material respect. Upon Guarantor to execute a supplemental indenture, a joinder to the request Security Documents or the Intercreditor Agreement and/or a Guarantee with respect to the Notes; provided, however, that any such supplemental indenture, joinder and/or Guarantee need only be executed by the Company, such Guarantor and the Trustee; (h) to provide for the issuance of exchange notes or private exchange notes in exchange for the Notes; (i) to conform the text of this Indenture, the Guarantees or the Notes to any provision of the Company relating Description of Notes to the execution extent that such provision in the Description of any such amended or supplemental Notes was intended to be a verbatim recitation of a provision of this Indenture, and upon receipt by the Trustee Guarantees or the Notes; (j) add assets to the Collateral or release Collateral from any Lien as permitted under this Indenture; (k) mortgage, pledge, hypothecate or grant any other Lien in favor of a Notes Collateral Agent for the benefit of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties, liabilities or immunities under this Indenture or otherwise.Secured Parties; 85

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof(but subject to the last paragraph thereof), the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture supple- ment the Indenture, the Guarantees or the Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, omission, defect or inconsistency, ; (b) to provide for the assumption of the obligations of the Company or any Subsidiary Guarantor under this Indenture by a Successor upon the merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company or such Subsidiary Guarantor, (c) to provide for uncertificated Notes in addition to or in place of certificated Notes, Notes or to alter the provisions of Article III (including the related definitions) in a manner that does not materi- ally adversely affect any Holder; (c) to provide for the assumption of the Company's or a Guar- antor's obligations to the Holders of the Notes by a successor to the Company or a Guarantor pursuant to Article XI; (d) to make any changes that would provide any security for Notes, additional rights or benefits to the Holders of the Notes or that does not ad- versely affect the legal rights hereunder of any Holder of the Note; (e) to reflect the release of any Subsidiary Guarantor from its Subsidiary Guarantee, or the addition of any Subsidiary comply with requirements of the Company as a Subsidiary Guarantor, Commission in the manner provided in this Indenture, (f) to comply with any requirement order to effect or maintain the qualification of this the Indenture under the TIA, Trust Indenture Act; (f) to allow any Guarantor to execute a supplemental inden- ture and/or a Guarantee with respect to the Notes or to provide for the release of a Guarantee in compliance with the Indenture; or (g) to add covenants or Events evidence and provide for the acceptance of Default, (h) to establish appointment under the form or terms Indenture of Notes or (i) to make any change that does not adversely affect the interests of any Holder of Notes in any material respecta successor Trustee. Upon the request of the Company relating to accompanied by a Board Resolu- tion authorizing the execution of any such amended or supplemental IndentureInden- ture, and upon receipt by the Trustee of the documents described in Section 7.02 hereofSec- tions 9.02 and 10.03 of the Base Indenture, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this the Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties, liabilities duties or immunities under this the Indenture or otherwise.. Section 9.02

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Notes of one or more Series without the consent of any Holder of a Note: (a1) to cure any ambiguity, omission, defect or inconsistency, ; (b) to provide for the assumption of the obligations of the Company or any Subsidiary Guarantor under this Indenture by a Successor upon the merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company or such Subsidiary Guarantor, (c2) to provide for uncertificated Notes in addition to or in place of certificated Notes, ; (d3) to provide any security for Notes, the assumption of the Company’s obligations to the Holders of the Notes of a given Series by a successor to the Company pursuant to Article 5 hereof; (e4) to reflect make any change that would provide any additional rights or benefits to the release Holders of Notes of a given Series or, as determined by the Company, that does not adversely affect the legal rights hereunder of any Subsidiary Guarantor from its Subsidiary Guarantee, or the addition Holder of a Note of such Series in any Subsidiary of the Company as a Subsidiary Guarantor, in the manner provided in this Indenture, material respect; (f5) to comply with any requirement requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA, ; (g6) to add covenants or Events provide for the issuance of Default, (h) to and establish the form or and terms and conditions of Notes of any Series as permitted by this Indenture; (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (i) 8) to make any change that does not adversely affect comply with the interests rules of any Holder securities exchange or automated quotation system on which the Notes of Notes in any material respectsuch Series may be listed or traded. Upon the request of the Company relating to accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section Sections 7.02 and 9.06 hereof, the Trustee shall will join with the Company in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties, liabilities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder of a Note: Note (a) to cure any ambiguity, omission, defect or inconsistency, ; (b) to provide for the assumption of the obligations of the Company or any Subsidiary Guarantor under this Indenture by a Successor upon the merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company or such Subsidiary Guarantor, (c) to provide for uncertificated Notes in addition to or in place of certificated Notes, ; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article V hereof; (d) to make any change that would provide any security for Notes, additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder of the Note in any material respect; or (e) to reflect the release of any Subsidiary Guarantor from its Subsidiary Guarantee, or the addition of any Subsidiary comply with requirements of the Company as a Subsidiary Guarantor, SEC in the manner provided in this Indenture, (f) to comply with any requirement order to effect or maintain the qualification of this Indenture under the TIA, (g) to add covenants or Events of Default, (h) to establish the form or terms of Notes or (i) to make any change that does not adversely affect the interests of any Holder of Notes in any material respect. Upon the request of the Company relating to accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties, liabilities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof9.2 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, omission, defect or inconsistency, ; (b) to provide for the assumption of the obligations of the Company or any Subsidiary Guarantor under this Indenture by a Successor upon the merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company or such Subsidiary Guarantor, (c) to provide for uncertificated Notes in addition to or in place of certificated Certificated Notes, ; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article V hereof; (d) to make any change that would provide any security for additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder of the Notes, ; (e) to reflect comply with the release of any Subsidiary Guarantor from its Subsidiary Guarantee, or the addition of any Subsidiary requirements of the Company as a Subsidiary Guarantor, Commission in the manner provided in this Indenture, (f) to comply with any requirement order to effect or maintain the qualification of this Indenture under the TIA, ; or (gf) to add covenants or Events of Default, (h) to establish the form or terms of Notes or (i) to make any change that does not adversely affect the interests of any Holder of Notes provide for future guarantees as provided in any material respectSection 4.18. Upon the request of the Company relating to Company, accompanied by a resolution of the Board (evidenced by an Officers' Certificate of the Company) authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 7.2 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties, liabilities duties or immunities under this Indenture or otherwise. SECTION 9.2.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofWithout the consent of or notice to any Holder of the Notes, the Company and the Trustee may amend or supplement this the Indenture or the Notes without the consent of any Holder of a Note: Documents (ai) to cure any ambiguity, omission, defect or inconsistency, (bii) to provide for the assumption by a successor Person of the obligations of the Company or any Subsidiary Guarantor under this Indenture by or obligations of a Successor upon the merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company or such Subsidiary GuarantorGuarantor under its Guarantee if in compliance with Article 5 hereof, (ciii) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code), (div) to provide any security for Notesadd guarantees or additional obligors with respect to the Notes (or to remove such guarantees or additional obligors, subject, in the case of the Subsidiary Guarantees, to Section 9.02 hereof), (ev) to reflect the release of any Subsidiary Guarantor from its Subsidiary Guarantee, Guarantee pursuant to this Indenture when permitted or the addition of any Subsidiary of the Company as a Subsidiary Guarantor, in the manner provided in required by this Indenture, (fvi) to add to the covenants of the Company or a Subsidiary for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Company or a Subsidiary, (vii) to provide for issuance of the Exchange Notes under this Indenture (including to provide for treatment of the Exchange Notes and the Notes as a single class of securities) in connection with the Registered Exchange Offer, (viii) to comply with any requirement to effect or maintain of the Commission in connection with the qualification of this Indenture under the TIA or to otherwise comply with the TIA, (g) to add covenants or Events of Default, (h) to establish the form or terms of Notes or (iix) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests rights of any Holder of the Notes, (x) to conform the text of the Indenture Documents to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the Notes” section of the Offering Memorandum was intended to be a verbatim recitation of any provision of the Indenture Documents, (xi) to provide for the issuance of Additional Notes in any material respect. Upon accordance with the request limitations set forth in this Indenture as of the Company Issue Date, (xii) to make any amendment to the provisions of this Indenture relating to the execution transfer and legending of Notes provided, however, that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes, (xiii) to evidence and provide the acceptance of the appointment of a successor trustee under this Indenture, or (xiv) to comply with the rules of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties, liabilities or immunities under this Indenture or otherwiseapplicable securities depositary.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, the Company Issuers and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, omission, defect or inconsistency, (b) to provide for the assumption of the obligations of the Company or any Subsidiary Guarantor under this Indenture by a Successor upon the merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company or such Subsidiary Guarantor, (c) ; to provide for uncertificated Notes in addition to or in place of certificated Notes, (d) ; to provide for or confirm the issuance of Additional Notes; to provide for the assumption of either Issuer's obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the assets of such Issuer pursuant to Article 5; to make any security for Notes, (e) change that would provide any additional rights or benefits to reflect the release Holders of Notes or that does not adversely affect the legal rights under this Indenture of any Subsidiary Guarantor from its Subsidiary Guarantee, Holder; or the addition of any Subsidiary of the Company as a Subsidiary Guarantor, in the manner provided in this Indenture, (f) to comply with any requirement requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA, (g) TIA or otherwise as necessary to add covenants or Events of Default, (h) to establish the form or terms of Notes or (i) to make any change that does not adversely affect the interests of any Holder of Notes in any material respectcomply with applicable law. Upon the request of the Company relating to Issuers accompanied by a resolution of their respective boards of directors or the Board of Directors of CCI authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02, the Trustee shall join with the Company Issuers in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties, liabilities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Company and the Trustee may amend or supplement this Indenture Indenture, the Pledge Agreement or the Notes without the consent of any Holder of a Note: , (a) to cure any ambiguity, omission, defect or inconsistency, (b) to provide for the assumption of the obligations of the Company or any Subsidiary Guarantor under this Indenture by a Successor upon the merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company or such Subsidiary Guarantor, (c) to provide for uncertificated Notes in addition to or in place of certificated Notes, (c) to provide for the assumption of the Company's obligations to Holders of the Notes in the case of a merger or consolidation in accordance with Section 5.01 hereof, (d) to make any change that would provide any security for Notesadditional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Indenture of any such Holder, or (e) to reflect the release of any Subsidiary Guarantor from its Subsidiary Guarantee, or the addition of any Subsidiary comply with requirements of the Company as a Subsidiary Guarantor, Commission in the manner provided in this Indenture, (f) to comply with any requirement order to effect or maintain the qualification of this Indenture under the TIA, (g) to add covenants or Events of Default, (h) to establish the form or terms of Notes or (i) to make any change that does not adversely affect the interests of any Holder of Notes in any material respectTrust Indenture Act. Upon the request of the Company relating to accompanied by a resolution of the Board of Directors of the Company authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.06, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that indenture which affects its own rights, duties, liabilities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Notes or the Notes Note Guarantees without the consent of any Holder of a NoteNotes: (a1) to cure any ambiguity, omission, mistake, defect or inconsistency, ; (b) to provide for the assumption of the obligations of the Company or any Subsidiary Guarantor under this Indenture by a Successor upon the merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company or such Subsidiary Guarantor, (c2) to provide for uncertificated Notes in addition to or in place of certificated Notes, ; (d3) to provide any security for Notes, (e) to reflect the release of any Subsidiary Guarantor from its Subsidiary Guarantee, or the addition of any Subsidiary assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company as a Subsidiary Guarantor, in the manner provided in this Indenture, or such Guarantor pursuant to Article V or Article X hereof; (f) to comply with any requirement to effect or maintain the qualification of this Indenture under the TIA, (g) to add covenants or Events of Default, (h) to establish the form or terms of Notes or (i4) to make any change that would provide any additional rights or benefits to the Holders of the Notes (including the addition of collateral to secure the Notes and/or additional guarantees) or that, as certified in an Officer’s Certificate delivered to the Trustee, does not adversely affect the interests legal rights hereunder of any Holder such Holder; (5) to conform the text of this Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision of this Indenture, the Note Guarantees or the Notes was intended to conform to the text of the “Description of Notes” section of the Offering Memorandum as evidenced by an Officer’s Certificate; (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; (7) to allow any material respectGuarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes or to release any Guarantor from its Notes Guarantee if such release is in accordance with the terms of this Indenture; or (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements of this Indenture. Upon the request of the Company relating to accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties, liabilities duties or immunities under this Indenture or otherwise.. Section 9.02